You are here » Home » Companies » Company Overview » Tejas Networks Ltd

Tejas Networks Ltd.

BSE: 540595 Sector: Telecom
NSE: TEJASNET ISIN Code: INE010J01012
BSE 13:10 | 01 Mar 192.00 -0.80
(-0.41%)
OPEN

196.70

HIGH

198.90

LOW

190.70

NSE 13:09 | 01 Mar 192.35 -0.65
(-0.34%)
OPEN

194.00

HIGH

199.10

LOW

190.20

OPEN 196.70
PREVIOUS CLOSE 192.80
VOLUME 35192
52-Week high 221.50
52-Week low 28.50
P/E
Mkt Cap.(Rs cr) 1,783
Buy Price 191.80
Buy Qty 16.00
Sell Price 192.50
Sell Qty 180.00
OPEN 196.70
CLOSE 192.80
VOLUME 35192
52-Week high 221.50
52-Week low 28.50
P/E
Mkt Cap.(Rs cr) 1,783
Buy Price 191.80
Buy Qty 16.00
Sell Price 192.50
Sell Qty 180.00

Tejas Networks Ltd. (TEJASNET) - Auditors Report

Company auditors report

To the Members of Tejas Networks Limited

Report on the audit of the Standalone financial statements Opinion

1. We have audited the accompanying standalone financial statements of Tejas NetworksLimited ("the Company") which comprise the Balance Sheet as at March 31 2020and the Statement of Profit and Loss (including Other Comprehensive Income) Statement ofChanges in Equity and Statement of Cash Flows for the year then ended and notes to thefinancial statements including a summary of significant accounting policies and otherexplanatory information.

2. In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the accounting principles generally accepted in India ofthe state of affairs of the Company as at March 31 2020 and its total comprehensiveincome (comprising of loss and other comprehensive income) changes in equity and its cashflows for the year then ended.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Act. Our responsibilities under those Standards are furtherdescribed in the Auditor's Responsibilities for the Audit of the Financial Statementssection of our report. We are independent of the Company in accordance with the Code ofEthics issued by the

Institute of Chartered Accountants of India (ICAI) together with the ethicalrequirements that are relevant to our audit of the financial statements under theprovisions of the Act and the Rules thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the Code of Ethics. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our opinion.

Emphasis of Matter

4. We draw your attention to Note 40 to the standalone financial statements whichexplains the uncertainties and the management's assessment of the financial impact due tothe lockdown and other restrictions and conditions related to the COVID-19 pandemicsituation for which a definitive assessment of the impact in the subsequent period ishighly dependent upon circumstances as they evolve. Further our attendance at thephysical inventory verification done by the management was impracticable under the currentlock-down restrictions imposed by the government and we have therefore relied on therelated alternate audit procedures to obtain comfort over the existence and condition ofinventory at year end. Our opinion is not modified in respect of this matter.

Key Audit Matters

5. Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters.

Description

Appropriateness of contingent liability disclosed in respect of certain Direct andIndirect tax matters (Refer note 31.1 and 40 to the Financial statements)

(a) Applicability of excise duty on software used for Multiplexer products

The Company in the previous year had received an Order from the Customs Excise andService Tax Appellate Tribunal (CESTAT) with respect to applicability of excise duty onthe software used as part of the Multiplexer products during financial years from 2002-03to 2009-10 and inclusion of the value of software for the purpose of arriving at theassessable value for calculating the excise duty liability on the product. During thecurrent year the Adjudicating Authority has determined the liability of the company inthis matter at Rs. 42.92 crores representing the differential duty and penalty. TheCompany has filed appeals with CESTAT and with the Supreme Court against the aboveOrder/demand. Further the Company has received show cause notices in respect of the samematter for the financial years 2010-11 to 2013-14 to which it has responded. (b)Demands/summons/notices from Income Tax Authorities and certain other agencies The Companyhad received income tax demands in respect of weighted deduction for Expenditure onScientific Research under Section 35(2AB) of the Income-tax Act 1961 for earlier yearsaggregating to Rs. 47.83 crores. Based on a favourable ruling received from the High Courtof Karnataka for AY 2004-05 the expenditure approved by the Department of Scientific andIndustrial Research (DSIR) has been allowed as a deduction under Section 35(2AB). Howeverthe order giving effect is still pending from the income tax authorities. In the earlieryears and during the current year Income Tax Department and certain other agencies havesent show cause notices/summons to the Company and its officials to which responses havebeen filed. The Company has also received income tax demands aggregating to Rs. 26.10crores for AY 2017-18 and AY 2018-19 for which the Company has filed appeals. In respectof the above matters aggregating to Rs. 73.93 crores which have been disclosed undercontingent liabilities in the financial statements the Company expects a favourableoutcome and no provision has been made. Further significant management judgement isrequired in assessing the appropriateness of the amount of contingent liabilities to bedisclosed and assessing the likelihood of ultimate outcome of the tax disputes supportedby in certain complex matters opinion obtained from senior tax counsel and areaccordingly determined as key audit matters.

How our audit addressed the matter?

In respect of the direct and indirect tax matters our audit procedures which involvedapplying materiality and sampling techniques included the following:

• Understanding evaluating and testing the design and operating effectiveness ofthe controls in respect of identifying tax exposures its accounting and disclosuresthereof.

• Reading the correspondences from the concerned direct and indirect taxauthorities and the status of direct tax cases as provided by an external tax consultant.

• Evaluating the objectivity competence and capabilities of such external legalcounsel/tax consultants.

• Discussing with management experts in respect of these matters.

• Circularising where applicable legal letter to relevant external legal counselof the Company for obtaining the status of the various litigations.

• Reading the opinion of a legal counsel provided by the management in respect ofthe applicability of excise duty on software used as part of the multiplexer products.

• Discussions with the Company's external legal counsel in respect of assessmentorders received under Section 153A of the IT Act.

• Involving auditor's tax experts to assess management's positions for significanttax exposures in light of the dynamic tax environment and existing jurisprudence toassess the key judgements made by the Company.

• Validating the completeness and appropriateness of the disclosures relating tothe aforesaid direct and indirect tax matters.

Based on the above procedures performed we found that the judgments made by theManagement in considering these tax matters as contingent liabilities and disclosurethereof were reasonable.

Description

Assessment of the carrying value of Intangible Assets (including intangibles underdevelopment) (Refer to notes 4(b) 31.8 and 40 in the financial statements.)

The Company undertakes the development of various products and capitalises expenditurethat qualifies for recognition as intangible assets (product development). Suchexpenditure predominantly represents internal manpower costs incurred on such projects. Upto the time the products are ready to be put to use the Company records the qualifyingexpenditure as intangible assets under development. The assessment of the carrying valuesof intangible assets is dependent on future economic benefits expected to be generated bysuch assets and if these are below initial expectations there is a risk that the assetsare likely impaired. The Company has carried out impairment assessment of the intangibleassets and has impaired certain intangible assets aggregating to Rs. 32.77 crores duringthe year as no further significant future economic benefit is expected to be obtained fromsuch intangible items and has also impaired certain Intangibles under developmentaggregating to Rs. 37.10 crores as the Company has decided to discontinue the developmentof such products.

We considered this a key audit matter as:

• The amounts involved were material.

• The review of carrying values of intangible assets including assets underdevelopment performed by the Company involves a number of significant judgments andestimates such as expected economic benefit the probability of success of new productlaunches estimated profit margins and discount rates.

How our audit addressed the matter?

Our procedures included the following:

• Understanding evaluating and testing the design and operating effectiveness ofthe controls in respect of the Company's processes for assessing the carrying value ofintangible assets (including intangibles under development).

• Testing the capital funding request forms and other documentation to ensure thatthe projects were appropriately approved by the Chief Operating Officer and ChiefFinancial Officer as per the delegated authority matrix.

• Obtaining an understanding of the selected capitalized projects testing timecharged to such projects back to time sheet data agreeing cost of external contractors tovendor invoices

• Testing a sample of projects to ensure appropriate capitalisation of qualifyingemployee cost and cost of external contractors.

• Assessing whether initial assumptions applied in determining project feasibilitycontinues to hold true and whether sufficient economic benefits are likely to flow fromthe projects to support the values capitalised.

• Analysing the reasonableness of key management assumptions and estimates used inthe impairment analysis.

Based on our procedures performed above we noted the management's assessment of thecarrying value of intangible assets (including intangibles under development) afteraccounting for Impairment loss to be reasonable.

Description

Assessment of recoverability of Deferred Tax Assets (DTA) on tax losses andnon-recognition of DTA on respect of Minimum Alternate Tax (MAT)

(Refer Note 2.14 10 27 and 40 to the Financial Statements.)

• The Company has recognised deferred tax assets of Rs. 41.70 crores on unabsorbeddepreciation and unutilized expenditure on scientific research (together referred tohereinafter as "tax losses") carried forward from the previous years. Furtherthe Company has not recognised deferred tax asset in respect of Minimum Alternate Tax(MAT) credits aggregating to Rs. 51.93 crores in the absence of reasonable certainty thatit will have sufficient taxable profits based on aforesaid business projections to recoversuch amounts.

• The DTA have been recognised on the basis of the Company's assessment ofavailability of future taxable profit to offset such tax losses based on businessprojections for the forseeable future. The recoverability of the deferred tax assetsdepends upon factors such as the projected taxable profits of business and the periodconsidered for such projections the rate at which those profits will be taxed and theperiod over which tax losses will be available for recovery.

• As part of the ongoing review of the deferred tax assets during the year thecarrying amount of the deferred tax assets has been reduced by Rs. 98.55 crores i.e. tothe extent that it is not probable that sufficient future taxable profits will beavailable in the forseeable future to absorb the tax losses considering the overalleconomic slowdown and in particular the sluggishness in the government telecommunicationprojects the overall subdued investments within the telecommunication industry in Indiaand considering that the economic recovery may take longer than what was anticipated inthe earlier years.

• The assessment of DTA was considered a key audit matter as the amounts involvedare material to the financial statements and significant judgement is required inpreparation of forecasts of future taxable profits based on the underlying business plansand determination of the recognition and recoverability of deferred tax assets as therealization of tax benefits is dependent on future taxable profits.

How our audit addressed the matter?

Our audit procedures included the following:

• Evaluation of the design and testing operating effectiveness of Company'scontrols relating to taxation and the assessment of carrying amount of deferred tax assetsrelating to unabsorbed tax losses;

• Assessing the reasonableness of the period of projections used in the deferredtax asset recoverability assessment considering that the Company operates in a highlycompetitive industry which is subject to disruptions through changing technology.

• Comparing the Company's projections of future taxable profit to the approvedbusiness plans.

• Testing whether projections prepared were consistent with our understanding andknowledge of current business and the general economic environment in which the Companyoperates and whether the tax losses can be utilized within the forecast recoupment period.

• Assessing appropriateness of the assumptions used in the projections of futuretaxable profits.

• Reviewing the adequacy of disclosures made in the financial statements withregard to deferred taxes.

Based on the above procedures performed our testing did not identify any significantexceptions with respect to the reasonableness of the assumptions and estimates used by themanagement in assessing the recoverability of Deferred Tax Assets recognised in respect oftax losses and non-recognition of deferred tax assets in respect of MAT at year end.

Other Information

6. The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Management Discussion and AnalysisBoard's Report Corporate Governance Report and Shareholder information but does notinclude the financial statements and our auditor's report thereon.

7. Our opinion on the financial statements does not cover the other information and wedo not express any form of assurance conclusion thereon.

8. In connection with our audit of the financial statements our responsibility is toread the other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated. If based on the work we haveperformed we conclude that there is a material misstatement of this other information weare required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and those charged with governance for the FinancialStatements

9. The Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these standalone financial statementsthat give a true and fair view of the financial position financial performance changesin equity and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India including the Accounting Standards specified under section133 of the Act This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding of the assets of theCompany and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error. 10. In preparing the financial statementsmanagement is responsible for assessing the Company's ability to continue as a goingconcern disclosing as applicable matters related to going concern and using the goingconcern basis of accounting unless management either intends to liquidate the Company orto cease operations or has no realistic alternative but to do so. The Board of Directorsare also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

11. Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.

12. As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under Section 143(3)(i)of the Act we are also responsible for expressing our opinion on whether the company hasadequate internal financial controls with reference to financial statements in place andthe operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

• Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.

13. We communicate with those charged with governance regarding among other mattersthe planned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

14. We also provide those charged with governance with a statement that we havecomplied with relevant ethical requirements regarding independence and to communicatewith them all relationships and other matters that may reasonably be thought to bear onour independence and where applicable related safeguards.

15. From the matters communicated with those charged with governance we determinethose matters that were of most significance in the audit of the financial statements ofthe current period and are therefore the key audit matters. We describe these matters inour auditor's report unless law or regulation precludes public disclosure about the matteror when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Report on Other Legal and regulatory requirements

16. As required by the Companies (Auditor's Report) Order 2016 ("theOrder") issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Act we give in the Annexure B a statement on the matters specified inparagraphs 3 and 4 of the Order to the extent applicable. 17. As required by Section143(3) of the Act we report that: a) We have sought and obtained all the information andexplanations which to the best of our knowledge and belief were necessary for the purposesof our audit. b) In our opinion proper books of account as required by law have been keptby the Company so far as it appears from our examination of those books. c) The BalanceSheet the Statement of Profit and Loss (including other comprehensive income) theStatement of Changes in Equity and Cash Flow Statement dealt with by this Report are inagreement with the books of account.

d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on March31 2020 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2020 from being appointed as a director in terms of Section 164 (2) of theAct.

f) With respect to the adequacy of the internal financial controls with reference tofinancial statements of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure A".

g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements – Refer Note 31.1 to the standalone financialstatements.

ii) The Company has long-term contracts as at March 31 2020 for which there were nomaterial foreseeable losses. The Company does not have derivative contracts as at March31 2020.

iii) There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company during the year ended March 31 2020.

iv) The reporting on disclosures relating to Specified Bank Notes is not applicable tothe Company for the year ended March 31 2020.

18. The Company has paid/ provided for managerial remuneration in accordance with therequisite approvals mandated by the provisions of Section 197 read with Schedule V to theAct.

Annexure A to Independent Auditor's Report

Referred to in paragraph 17(f) of the Independent Auditor's Report of even date to themembers of Tejas Networks Limited on the standalone financial statements for the yearended March 31 2020.

Report on the Internal Financial Controls with reference to financial statements underClause (i) of Sub-section 3 of Section 143 of the Act

1. We have audited the internal financial controls with reference to financialstatements of Tejas Networks Limited ("the Company") as of March 31 2020 inconjunction with our audit of the standalone financial statements of the Company for theyear ended on that date.

Management's Responsibility for Internal Financial Controls

2. The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the"Guidance Note") issued by the Institute of Chartered Accountants of India(ICAI). These responsibilities include the design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Act.

Auditors' Responsibility

3. Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Guidance Note issued by the ICAI and the Standards on Auditingdeemed to be prescribed under section 143(10) of the Act to the extent applicable to anaudit of internal financial controls both applicable to an audit of internal financialcontrols and both issued by the ICAI. Those Standards and the Guidance Note require thatwe comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls with reference to financialstatements was established and maintained and if such controls operated effectively in allmaterial respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the internal financial controls system with reference to financial statements and theiroperating effectiveness. Our audit of internal financial controls with reference tofinancial statements included obtaining an understanding of internal financial controlswith reference to financial statements assessing the risk that a material weaknessexists and testing and evaluating the design and operating effectiveness of internalcontrol based on the assessed risk. The procedures selected depend on the auditor'sjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemwith reference to financial statements.Meaning of Internal Financial Controls withreference to financial statements

Meaning of Internal Financial Controls with reference to financial statements

6. A company's internal financial controls with reference to financial statements is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial controlswith reference to financial statements includes those policies and procedures that (1)pertain to the maintenance of records that in reasonable detail accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the company's assets that could have a material effect on the financialstatements.

Inherent Limitations of Internal Financial Controls with reference to financialstatements

7. Because of the inherent limitations of internal financial controls with reference tofinancial statements including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls withreference to financial statements to future periods are subject to the risk that theinternal financial control controls with reference to financial statements may becomeinadequate because of changes in conditions or that the degree of compliance with thepolicies or procedures may deteriorate.

Opinion

8. In our opinion the Company has in all material respects an adequate internalfinancial controls system with reference to financial statements and such internalfinancial controls with reference to financial statements were operating effectively as atMarch 31 2020 based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note issued by the ICAI. Also refer Paragraph 4 of the main standaloneaudit report.

Annexure B to Independent Auditor's Report

Referred to in paragraph 16 of the Independent Auditor's Report of even date to themembers of Tejas Networks Limited on the standalone financial statements for the yearended March 31 2020. i. (a) The Company is maintaining proper records showing fullparticulars including quantitative details and situation of fixed assets.

(b) The fixed assets are physically verified by the Management according to a phasedprogramme designed to cover all the items over a period of 3 years which in our opinionis reasonable having regard to the size of the Company and the nature of its assets.Pursuant to the programme a portion of the fixed assets has been physically verified bythe Management during the year and no material discrepancies have been noticed on suchverification. (c) The Company does not own any immovable properties as disclosed in Note4(a) on Property Plant and Equipment to the financial statements. Therefore theprovisions of Clause 3(i)(c) of the Order are not applicable to the Company. ii. Thephysical verification of inventory excluding stocks with third parties have been conductedat reasonable intervals by the Management during the year. In respect of inventory lyingwith third parties these have substantially been confirmed by them. The discrepanciesnoticed on physical verification of inventory as compared to book records were notmaterial. Further our attendance at the physical inventory verification done by themanagement was impracticable under the current restrictions imposed by the government andwe have relied on the related alternate audit procedures. (refer Note 40 to the financialstatements and paragraph 4 of our report on the financial statements). iii. The Companyhas not granted any loans secured or unsecured to companies firms Limited LiabilityPartnerships or other parties covered in the register maintained under Section 189 of theAct. Therefore the provisions of Clause 3(iii) (iii)(a) (iii)(b) and (iii) (c) of theOrder are not applicable to the Company. iv. In our opinion and according to theinformation and explanations given to us the Company has complied with the provisions ofSection 185 and 186 of the Companies Act 2013 in respect of the loans and investmentsmade and guarantees and security provided by it. v. The Company has not accepted anydeposits from the public during the year within the meaning of Sections 73 74 75 and 76of the Act and the Rules framed there under to the extent notified. vi. The CentralGovernment of India has not specified the maintenance of cost records under sub-section(1) of Section 148 of the Act for any of the products of the Company. vii. (a) Accordingto the information and explanations given to us and the records of the Company examined byus in our opinion the Company is generally regular in depositing undisputed statutorydues in respect of provident fund and income tax and is regular in depositing undisputedstatutory dues including employees' state insurance sales tax service tax duty ofcustoms duty of excise value added tax cess goods and service tax and other materialstatutory dues as applicable with the appropriate authorities.

(b) According to the information and explanations given to us and the records of theCompany examined by us there are no dues of duty of customs service tax and goods andservice tax which have not been deposited on account of any dispute. The particulars ofdues of income tax sales tax duty of excise and value added tax as at March 31 2020which have not been deposited on account of a dispute are as follows: in Rs. crore

Name of the Statue Nature of Dues Amount Gross Period to which the amount relates Forum where the dispute is pending Amount paid under protest
Central Excise Act 1944 Central Excise duty Interest and Penalty 42.92 2002-2010 Supreme Court; CESTAT Chennai 2.38
Central Excise Act 1944 Central Excise duty and Interest 0.71 2012-13 CESTAT Chennai 0.20
Karnataka Value Added Tax Act 2003 Tax Interest and Penalty 0.21 2011-12 DCCT (Audit) Bangalore -
Central Sales Tax Act 1956 Central Sales Tax and Interest 0.65 2010-11 DCCT (Audit) Bangalore -
Central Sales Tax Act 1956 Central Sales Tax and Interest 0.13 2011-12 DCCT (Audit) Bangalore -
Karnataka Value Added Tax Act 2003 Penalty and Interest 0.07 2014-15 DCCT (Audit) Bangalore -
Karnataka Value Added Tax Act 2003 Penalty and Interest 0.13 2015-16 DCCT (Audit) Bangalore -
Central Sales Tax Act 1956 Central Sales Tax and Interest 0.07 2017-18 DCCT (Audit) Bangalore -
West Bengal Value Added Tax Act 2003 Tax and Interest 0.51 2014-15 West Bengal Sales Tax Appellate - Revisionary Board 0.05
Income Tax Act 1961- TDS Case Income Tax- TDS 0.09 2000-01 Supreme Court 0.09
Income Tax Act 1961- TDS Case Income Tax- TDS 0.16 2001-02 Supreme Court 0.16
Income Tax Act 1961- TDS Case Income Tax-TDS 0.02 2002-03 Supreme Court 0.02
Income Tax Act 1961 Income Tax and Interest 0.13 2006-07 Income Tax Appellate Tribunal -
Income Tax Act 1961 Income Tax and Interest 8.14 2007-08 Income Tax Appellate Tribunal -
Income Tax Act 1961 Income Tax and Interest 17.91 2008-09 Income Tax Appellate Tribunal 0.04
Income Tax Act 1961 Income Tax and Interest 6.50 2009-10 Income Tax Appellate Tribunal 0.08
Income Tax Act 1961 Income Tax and Interest 1.19 2010-11 Income Tax Appellate Tribunal 0.05
Income Tax Act 1961 Income Tax 0.02 2012-13 Income Tax Appellate Tribunal 0.02
Income Tax Act 1961 Income Tax and Interest 13.67 2013-14 Income Tax Appellate Tribunal -
Income Tax Act 1961 Income Tax Act 1961 Income Tax and Interest Income Tax and Interest 25.62 0.48 2016-17 2017-18 Commissioner of Income Tax (Appeals) Commissioner of Income Tax (Appeals) - -

viii. According to the records of the Company examined by us and the information andexplanation given to us the Company has not defaulted in repayment of loans or borrowingsto Government as at the balance sheet date. Further the Company does not have any loansor borrowings from any financial institution or bank nor has it issued any debentures asat the balance sheet date and accordingly to this extent the provisions of Clause 3

(viii) of the Order are not applicable to the Company.

ix. The Company has not raised any moneys by way of initial public offer furtherpublic offer (including debt instruments) and term loans during the year. Accordingly theprovisions of Clause 3(ix) of the Order are not applicable to the Company

x. During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of material fraud by the Company or on the Company by its officers or employeesnoticed or reported during the year nor have we been informed of any such case by theManagement.

xi. The Company has paid/ provided for managerial remuneration in accordance with therequisite approvals mandated by the provisions of Section 197 read with Schedule V to theAct. Also refer paragraph 18 of our main standalone audit report.

xii. As the Company is not a Nidhi Company and the Nidhi Rules 2014 are not applicableto it the provisions of Clause 3

(xii) of the Order are not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance withthe provisions of Sections 177 and 188 of the Act. The details of such related partytransactions have been disclosed in the standalone financial statements as required underIndian Accounting Standard (Ind AS) 24 Related Party Disclosures specified under Section133 of the Act.

xiv. The Company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year. Accordingly the provisions ofClause 3(xiv) of the Order are not applicable to the Company.

xv. The Company has not entered into any non cash transactions with its directors orpersons connected with them. Accordingly the provisions of Clause 3(xv) of the Order arenot applicable to the Company.

xvi. The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934. Accordingly the provisions of Clause 3(xvi) of the Order are notapplicable to the Company.

For Price Waterhouse Chartered Accountants LLP

Firm Registration Number: 012754N/N500016

Pradip Kanakia
Partner
Membership Number: 039985 Place: Bengaluru
UDIN: 20039985AAAABT1418 Date: April 21 2020

.